Certificate Number 37514
----------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO]
TO ALL WHOM THESE PRESENTS SHALL COME GREETING: WHEREAS, Articles of
Incorporation duly signed and verified of WEST SUBURBAN KIDNEY CENTER, S.C.
have been filed in the Office of the Secretary of State on the 31st day of March
A.D. 1969, as provided by "THE BUSINESS CORPORATION ACT" of Illinois, in force
July 13, A.D. 1933.
Now Therefore, I, PAUL POWELL, Secretary of State of the State of Illinois, by
virtue of the powers vested in me by law, do hereby issue this certificate of
incorporation and attach thereto a copy of the Articles of Incorporation of the
aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield this 31st
day of March A.D. 1969 and of the Independence of the United States the one
hundred and 93rd.
/s/ Paul Powell
--------------------------------
SECRETARY OF STATE
[SEAL]
FORM B C A 17
BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY
THE INSTRUCTIONS ON THE BACK THEREOF
[THESE ARTICLES MUST BE FILED IN DUPLICATE]
----------------------------
(Do not write in this space)
STATE OF ILLINOIS } Date Paid 3-31-69
} ss. Initial License Fee $ .60
COOK COUNTY } Franchise Tax $ 133.34
Filing Fee $ 75.00
TO PAUL POWELL, Secretary of State: Clerk [SIGNATURE ILLEGIBLE]
----------------------------
The undersigned,
------------------------------------------------------------------------------
Address
Name Number Street City State
------------------------------------------------------------------------------
Robert C. Muehrcke c/o West Suburban Hospital 518 N, Austin, Oak Park, Ill.
------------------------------------------------------------------------------
Arthur Gene Lawrence c/o West Suburban Hospital 518 N, Austin, Oak Park, Ill.
------------------------------------------------------------------------------
Joseph B. Moles c/o West Suburban Hospital 518 N, Austin, Oak Park, Ill.
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being one or more natural persons of the age of twenty-one years or more or a
corporation, and having subscribed to shares of the corporation to be
organized pursuant hereto, for the purpose of forming a corporation under "The
Business Corporation Act" of the State of Illinois, do hereby adopt the
following Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: WEST SUBURBAN KIDNEY
CENTER, S.C.
ARTICLE TWO
The address of its initial registered office in the State of Illinois is:
Suite 711, 209 S. LaSalle Street in the City of Chicago, (80604), County of
------------------------- ---- ------- -----
(Zip Code)
Cook and the name of its initial Registered Agent at said address is: Jerry M.
---- --------
Reinsdorf
---------
ARTICLE THREE
The duration of the corporation is: perpetual
-----------------------------------------
ARTICLE FOUR
THE PURPOSE OR PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE:
Medical Corporation: To own, operate and maintain an establishment for the
study, diagnosis and treatment of human ailments and injuries, whether physical
or mental, and to promote medical, surgical and scientific research and
knowledge: provided that medical or surgical treatment, consultation or advice
may be given by employees of the corporation only if there are licensed pursuant
to the Medical Practice Act.
ARTICLE FIVE
Paragraph 1: The aggregate number of shares which the corporation is authorized
to issue 10,000 divided into 3 (three) classes. The designation of each class,
------ ---------
the number of shares of each class, and the par value, if any, of the shares of
each class, or a statement that the shares of any class are without par value,
are as follows:
Series Number of Par value per share or statement that shares
Class (If any) Shares are without par value
common 10,000 $1.00
Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
NONE
ARTICLE SIX
The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:
Total consideration to be
Class of shares Number of shares received therefor:
common 1,200 $ 1,200
$
ARTICLE SEVEN
The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the
shareholders is: three
-------
ARTICLE NINE
Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $__________
Paragraph 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $____________
Paragraph 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $__________
Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $___________ . The corporation elects to pay the initial
franchise tax on the basis of its entire stated capital of the corporation.
NOTE: If all the property of the corporation is to be located in this State
and all of its business is to be transacted at or from places of business in
this State, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire stated capital and paid-in surplus, then the information
called for in Article Nine need not be stated.
[SIGNATURE ILLEGIBLE]
----------------------------------
__________________________________
[SIGNATURE ILLEGIBLE]
----------------------------------
__________________________________} Incorporators
[SIGNATURE ILLEGIBLE]
----------------------------------
__________________________________
__________________________________
NOTE: There may be one or more incorporators. Each incorporator shall be
either a corporation, domestic or foreign, or a natural person of the age of
twenty-one years or more. If a corporation acts as incorporator, the name of the
corporation and state of incorporation shall be shown and the execution must be
by its President or Vice-President and verified by him, and the corporate seal
shall be affixed and attested by its Secretary or an Assistant Secretary.
OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS ) ss.
COOK County )
[SIGNATURE ILLEGIBLE]. A Notary Public, do hereby certify that on the 28th
day of March 1969 Robert C. Muehrcke, Arthur Gene Lawrence and Joseph B. Moles
personally appeared before me and being first duly sworn by me acknowledged the
signing of the foregoing document in the respective capacities therein set forth
and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.
Place [SIGNATURE ILLEGIBLE]
----------------------------------
(NOTARIAL SEAL) Notary Public
Here
FORM B C A-17
================================================================================
ARTICLES OF INCORPORATION
WEST SUBURBAN KIDNEY CENTER, S.C.
================================================================================
The following fees are required to be paid at the time of issuing certificate of
incorporation: Filing fee, $75.00: Initial license fee of 50c per $1,000.00 or
1/20th of 1% of the amount of stated capital and paid-in surplus the corporation
proposes to issue without further report Article Six: Initial franchise tax of
1/10th of 1% of the issued, as above noted. However, the minimum initial
franchise tax is $100.00 and varies monthly on $100.000, or lees, as follows:
January, $150.00: February, ???, March, $133.33: April, $125.00: May, $116.67,
June, ???: July, $100.00: August, $91.47: September, $83.34: October, $75.00:
November, $66.67: December, $54.34. (See Ser. 133 BCA).
In excess of $100.000 the franchise tax per $1,000.00 is as follows: Jan, $1.50:
Feb, 1.4167: March, 1.3334: April, 1.25, May, 1.1667: June, 1.0834: July, $1.00:
Aug, .9167: Sept, .8334: Oct. .75, Nov. 6667: Dec. 5834. All shares issued in
excess of the amount mentioned in Article Six of this application must be
reported within 60 days from date of issuance thereof and franchise tax and
license fee paid thereon: otherwise, the corporation is subject to a penalty of
1% for each month on the amount until reported and subject to a time of not to
exceed $500.00.
The same fees are required for a subsequent issue of shares except the filing
fee is $1.00 instead of $75.00.
[SIGNATURE ILLEGIBLE]
================================================================================
Secretary of State
File Number 4947-719-8
---------------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO]
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF WEST
SUBURBAN KIDNEY CENTER, S.C. INCORPORATED UNDER THE LAWS OF THE STATE OF
ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY
THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this 27TH day
of FEBRUARY A.D. 1992 and of the Independence of the United States the two
hundred and 16TH.
/s/ George H. Ryan
------------------------------
SECRETARY OF STATE
[SEAL]
Form BCA-10.30 ARTICLES OF AMENDMENT
(Rev. Jan. 1991) File # 4947-719-8
- --------------------------------------------------------------------------------
George H. Ryan SUBMIT IN DUPLICATE
Secretary of State
Department of Business Services ---------------------------
Springfield, IL 62756
Telephone (217) 782-6961 This space for use by
Secretary of State
- ------------------------------------ Date 2-27-92
Franchise Tax $
Filing Fee $ 25
remit payment in check or money Penalty $
order, payable to "Secretary of State"
Approved:
- --------------------------------------------------------------------------------
1. CORPORATE NAME: West Suburban Kidney Center, S.C
-------------------------------------------------------------
(Note 1)
2. MANNER OF ADOPTION:
The following amendment of the Articles of Incorporation was adopted
on February 20, 1992 in the manner indicated below. ("X" one box only)
[_] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
or by a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[_] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued by shareholder action not being
required for the adoption of the amendment;
(Note 3)
[_] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[_] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Note 4)
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment;
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
Resolution
RESOLVED, that paragraphs 1 and 2 of Article V of the Articles of
Incorporation of this corporation are hereby changed and amended to read as
follows:
PARAGRAPH 1: The aggregate number of shares which the corporation is authorized
to issue is 10,010,000 divided into two (2) classes. The designation of each
class, the number of shares of each class, and the par value, if any, of the
shares of each class, or a statement that the shares of any class are without
par value, are as follows:
PAR VALUE PER SHARE OR
SERIES NUMBER STATEMENT THAT SHARES
CLASS (if any) OF SHARES ARE WITHOUT PAR VALUE
- ----- -------- --------- ----------------------
COMMON NONE 10,000 $1.00 par value per share
CLASS A NONE 10,000,000 $1.00 par value per share
PREFERRED
PARAGRAPH 2: The preference, qualification, limitations, restrictions, and the
special or relative rights in respect to the shares of each class are:
The stated capital of the Corporation shall be at least equal to the sum of the
aggregate par value of all issued shares having par value, plus such amounts as
from time to time by resolution of the Board of Directors may be transferred
thereto.
Upon dissolution, whether voluntary or involuntary, or upon the insolvency,
liquidation or distribution of the assets of the Corporation, the holders of the
Class A Preferred Stock shall be first entitled to receive out of the net assets
of the Corporation, the par value of $1.00 per share. All of the other assets if
there are any, shall be distributed among the holders of shares of the Common
Stock.
Class A Preferred Stock of the Corporation shall be non-voting at all times.
3. The manner in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, provided for or
effected by this amendment, is as follows: (if not applicable, insert "No
change")
No Change
4. (a) The manner in which said amendment effects a change in the amount of
paid-in capital (Paid-in capital replaces the terms Stated Capital and
Paid-in Surplus and is equal to the total of these accounts) is as follows:
(if not applicable, insert "No change")
No Change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not applicable,
insert "No change")
No Change
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(Complete either Item 5 or 6 below)
5. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated 2/20 1992 West Suburban Kidney Center, S.C.
--------------------------, -- ---------------------------------
(Exact Name of Corporation)
attested by /s/ Paul Balter by /s/ Arthur Morris
--------------------------- -------------------------------
(Signature of Secretary or (Signature of President or
Assistant Secretary) Vice President)
Paul Balter, Secretary Arthur Morris, President
---------------------------- ---------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers, then
a majority of the directors or such directors as may be designated by the
board, must sign below.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated_______________________, 19__
__________________________________ ____________________________________
__________________________________ ____________________________________
__________________________________ ____________________________________
__________________________________ ____________________________________
NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of
the office of the Secretary of State, BEFORE any amendments herein
reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected.
((S) 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
six instances, as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation;
(b) to remove the name and address of the initial registered agent
and registered office, provided a statement pursuant to (S) 5.10
is also filed;
(c) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number, so long as no class or
series is adversely affected thereby;
(d) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word
or abbreviation in the name, or by adding a geographical
attribution to the name;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with (S) 9.05.
(f) to restate the articles of incorporation as currently amended.
((S) 10.15)
NOTE 4: All amendments not adopted under (S) 10.10 or (S) 10.15 require (1)
that the board of directors adopt a resolution setting forth the
proposed amendment and (2) that the shareholders approve the
amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (but if class voting applies, then
also at least a 2/3 vote within each class is required).
The articles of incorporation may supercede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitled to vote and not less than
a majority within each class when class voting applies. ((S) 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be
given notice of the proposed amendment at least 5 days before the
consent is signed. If the amendment is adopted, shareholders who have
not signed the consent must be promptly notified of the passage of the
amendment. ((S)(S) 7.10 & 10.20)
File Number 4947-719-8
-----------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO]
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF WEST SUBURBAN
KIDNEY CENTER, S.C. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE
BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS
CORPORATION ACT OF ILLINOIS, IN FORCE JULY ,. A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this 26th day
of April A.D. 1993 and of the Independence of the United States the two hundred
and 17th.
George H Ryan
[SEAL] -------------------------------------
SECRETARY OF STATE
Form BOA-10.30 ARTICLES OF AMENDMENT File# D 4947-719-8
(Rev. Jan. 1991)
- ---------------------------------------------------------------------------------------------------------
George H. Ryan SUBMIT IN DUPLICATE
-------------------------------------
Secretary of State
Department of Business Services This space for use by
Springfield, IL 62756 Secretary of State
Telephone (217) 782-1832
Date 4-26-93
- ----------------------------------------
Franchise Tax $
Remit payment in check or money Filing Fee $ 25.00
order, payable to "Secretary of State." Penalty $
Approved: [SIGNATURE ILLEGIBLE]
- ---------------------------------------------------------------------------------------------------------
1. CORPORATE NAME: West Suburban Kidney Center, S.C.
----------------------------------------------------------
(Note 1)
2. MANNER OF ADOPTION AND TEXT OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on November 30, 1992 in the manner indicated below. ("X" one box only)
[_] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
or by a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[_] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
[_] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[_] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Note 4)
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(Note 4)
When amendment effects a name change, insert the new corporate name below. Use
Page 2 for all other amendments.
Article 1: The name of the corporation is:
3x
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
TEXT OF AMENDMENT
(Any article being amended is required to be set forth in its entirety)
RESOLVED, that paragraph 1 of Article V of the Articles of Incorporation of
this corporation is hereby changed and amended to read as follows:
PARAGRAPH 1: The aggregate number of shares which the corporation is authorized
to issue is 15,010,000 divided into two (2) classes. The designation of each
class, the number of shares of each class, and the par value, if any, of the
shares of each class, or a statement that the shares of any class are without
par value, are as follows:
PAR VALUE PER SHARE OR
SERIES NUMBER STATEMENT THAT SHARES
CLASS (if any) OF SHARES ARE WITHOUT PARE VALUE
- ---------- ---------- ------------- --------------------------
COMMON NONE 10,000 $1.00 par value per share
CLASS A
PREFERRED NONE 15,000,000 $1.00 par value per share
3. The manner in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, provided for or
effected by this amendment, is as follows: (if not applicable, insert "No
change")
No Change
4. (a) The manner in which said amendment effects a change in the amount of
paid-in capital (Paid-in capital replaces the terms Stated Capital and
Paid-in Surplus and is equal to the total of these accounts) is as follows:
(if not applicable, insert "No change")
No Change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not applicable,
insert "No change")
No Change
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(Complete either Item 5 or 6 below)
5. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated November 30 1992 WEST SUBURBAN KIDNEY CENTER, S.C.
---------------------------, ----- ---------------------------------
(Exact Name of Corporation)
attested by (pb) /s/ Paul Balter by (amm) Arthur M. Morris
------------------------------ -------------------------------
(Signature of Secretary or (Signature of President or
Assistant Secretary) Vice President)
Paul Balter, M.D., Secretary Arthur M. Morris, M.D., President
------------------------------ ---------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers, then
a majority of the directors or such directors as may be designated by the
board, must sign below.
The undersigned affirms, under the penalities of perjury, that the facts
stated herein are true.
Dated _______________________, 19__
___________________________________ __________________________________
___________________________________ __________________________________
___________________________________ __________________________________
___________________________________ __________________________________
NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of
the office of the Secretary of State, BEFORE any amendments herein
reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or
elected. ((S) 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
six instances, as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation;
(b) to remove the name and address of the initial registered agent
and registered office, provided a statement pursuant to (S) 5.10
is also filed;
(c) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number, so long as no class or
series is adversely affected thereby;
(d) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word
or abbreviation in the name, or by adding a geographical
attribution to the name;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in acccordance with (S) 9.05.
(f) to restate the articles of incorporation as currently amended.
((S) 10.15)
NOTE 4: All amendments not adopted under (S) 10.10 or (S) 10.15 require (1)
that the board of directors adopt a resolution setting forth the
proposed amendment and (2) that the shareholders approve the
amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (but if class voting applies, then
also at least 2/3 vote within each class is required).
The articles of incorporation may supercede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitled to vote and not less than
a majority within each class when class voting applies. ((S) 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be
given notice of the proposed amendment at least 5 days before the
consent is signed. If the amendment is adopted, shareholders who have
not signed the consent must be promptly notified of the passage of the
amendment. ((S)(S) 7.10 & 10.20)
The filing fee for articles of amendment - $25.00
The filing fee for restated articles - $100.00.
STATE OF ILLINOIS
Office of
The Secretary of State
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF WEST SUBURBAN
KIDNEY CENTER, S.C. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE
BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS
CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this 11TH day
of APRIL A.D. 1996 and of the Independence of the United States the two hundred
and 20TH.
/s/ George H. Ryan
--------------------------
Secretary of State
[SEAL]
Form BCA-10.30 ARTICLES OF AMENDENT
(Rev. Jan. 1995 File # 4947-719-8
- --------------------------------------------------------------------------------
George H Ryan SUBMIT IN DUPLICATE
Secretary of State
Department of Business Servics FILED This space for use by
Springfield, IL 62756 Secretary of State
Telephone (217) 782-1832 April 11 1996 Date 04-11-96
- -------------------------------
Remit payment in check or money Franchise Tax $
order, payable to "Secretary George H. Ryan Filing Fee* $25.00
of State." Secretary of State Penalty $
*The filing fee for articles of
amendment. $25.00 Approved:
- --------------------------------------------------------------------------------
1. CORPORATE NAME: West Suburban Kidney Center, S.C.
------------------------------------------------------------
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on 10-1-1995 in the manner indicated below. ("X" one box only)
[_] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
[_] By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[_] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for adoption of the amendment;
(Note 3)
[_] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statue and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[_] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of the directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statue and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Note 4 & 5)
[x] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article 1: The Name of the corporation is:
WSKC Dialysis Services, Inc.
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than the name, include on page 2
(over)
TEXT OF AMENDMENT
b. (if amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient space
to do so, add one or more sheets of this size.)
RESOLVED, that Article Four of the Corporation's Articles of Incorporation is
hereby amended to read as follows:
"The purpose or purposes for which the corporation is organized are:
Maintain and conduct any and every kind of sales, distribution, leasing,
investment, and service business; to manufacture, process, fabricate,
rebuild, service, invest in, purchase, sell, lease or otherwise dispose of
and generally deal in and with raw materials, products, wares, goods,
merchandise and real and personal property, both tangible and intangible, of
every kind and description; to make investments of every kind and nature; and
to provide services of every kind and character. To acquire, own, use, convey
and otherwise dispose of and deal in real property.
The corporation elects to be governed by the Business Corporation Act and
will not engage in the practice of medicine.
Page 2
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of
the number of authorized shares of any class below the number of
issued shares of that class, provided for or effected by this
amendment, is as follows: (If not applicable, insert "No change")
No Change
5. (a) The manner, if not set forth in Article 3b, in which said
amendment effects a change in the amount of paid-in capital (Paid-in
capital replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts) is as follows: (If not
applicable, insert "No change")
No Change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not
applicable, insert "No change")
No Change
Before Amendment After Amendment
Paid-in Capital $____________ $_____________
(Complete either item 6 or 7 below. All signatures must be in
BLACK INK.)
---------
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated October 1, 1995 WEST SUBURBAN KIDNEY CENTER, S.C.
------------- ---- -----------------------------------
(Exact Name of Corporation at date
of execution)
attested by /s/ Paul Balter by /s/ Arthur M. Morris
------------------------ ---------------------------------
(Signature of Secretary (Signature of President or
or Assistant Secretary) Vice President)
Paul Balter, M.D., Secretary Arthur M. Morris, M.D., President
---------------------------- -----------------------------------
(Type or Print Name and (Type or Print Name and
Title) Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors
as may be designated by the board, must sign below, and type or print name
and title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated__________________________, 19__
_____________________________________ ___________________________________
_____________________________________ ___________________________________
_____________________________________ ___________________________________
_____________________________________ ___________________________________
Page 3
NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of
the office of the Secretary of State, BEFORE any amendments herein
reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected.
((S)10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
seven instances, as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation;
(b) to remove the name and address of the initial registered agent
and registered office, provided a statement pursuant to (S) 5.10
is also filed;
(c) to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares is
adversely affected.
(d) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number, so long as no class or
series is adversely affected thereby;
(e) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp", "inc", "co", or "ltd", for a similar word or
abbreviation in the name , or by adding a geographical
attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with (S) 9.05,
(g) to restate the articles of incorporation as currently amended.
((S) 10.15)
NOTE 4: All amendments not adopted under (S) 10.10 or (S) 10.15 require (1)
that the board of directors adopt a resolution setting forth the
proposed amendment and (2) that the shareholders approve the
amendment.
Shareholder approval may be (1) by vote at a shareholder's meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (but if class voting applies, then
also at least a 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitled to vote and not less than
a majority within each class when class voting applies. ((S)10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be
given notice of the proposed amendment at least 5 days before the
consent is signed. If the amendment is adopted, shareholders who have
not signed the consent must be promptly notified of the passage of the
amendment. ((S) (S) 7.10 & 10.20)
Page 4
PLEASE TYPE OR PRINT CLEARLY IN BLACK INK FILING DEADLINE IS: PRIOR TO 03/01/91
------------------
RETURN TO: STATE OF ILLINOIS CORPORATION
Department of Business Services DOMESTIC CORPORATION ANNUAL REPORT FILE NO.
Secretary of State D 4947-719-8
Springfield IL. 62756
Telephone (217) 782-7808 YEAR OF 1991
1.)
CORPORATE NAME WEST SUBURBAN KIDNEY CENTER, S.C.
REGISTERED AGENT C/O ALLAN S FINGER 062686
REGISTERED OFFICE 30 N LASALLE STREET COOK
CITY, IL, ZIP CODE CHICAGO, IL. 60602-2502
2.) AGENT/OFFICE CHANGES ONLY (see 11h)
3.) Date Incorporated 03/31/1969 WEST SUBURBAN KIDNEY CENT
----------------------------------
Corporation Name
Give complete address of principal office, if other than above: David J. Hochman
----------------------------------
101 N. Scoville Registered Agent
Oak Park, IL 60302 30 N LaSalle Street
----------------------------------
Registered Office - Street Address
Federal Employer identification Number Chicago, Cook, IL 60602-2502
----------------------------------
(FEIN) * 362668594 City, County, IL Zip Code
4.) The names and addresses of the officers and directors are: (if officers are
directors, so state.)
NAME OFFICE NUMBER & STREET CITY STATE ZIP
- -----------------------------------------------------------------------------------------------------------------------------
Arthur M. Morris President 101 N SCOVILLE, OAK PARK, IL 60301
- -----------------------------------------------------------------------------------------------------------------------------
Paul Balter Secretary "
- -----------------------------------------------------------------------------------------------------------------------------
Paul Balter Treasurer "
- -----------------------------------------------------------------------------------------------------------------------------
Director SEE ATTACHED SCHEDULE FOR DIRECTORS
- -----------------------------------------------------------------------------------------------------------------------------
Director
- -----------------------------------------------------------------------------------------------------------------------------
Director
- -----------------------------------------------------------------------------------------------------------------------------
5.) The type of business actually conducted in Illinois is: to provide
professional medical services
6.) Number of shares authorized and issued (as of 12/31/90)
CLASS SERIES PAR VALUE NUMBER AUTHORIZED NUMBER ISSUED
- -----------------------------------------------------------------------------------------------------------------------------
PAR STOCK none $1.00 10000 1,200
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
7a.) The amount of paid-in capital as of 12/31/90 7b.) The Paid-in Capital as of 12/31/90
is: on record with the Secretary of State is:
*PAID-IN CAPITAL $1,200,00 TOTAL $1,200
-------------- -----------
** "Paid-in Capital" replaces the terms (The figure in item 7b may not be altered.)
Stated Capital and Paid-in Surplus
It does not include Retained Earnings.
====================================================================================================================================
ITEM 8 MUST BE SIGNED
Under the penalty of perjury and as an authorized officer,
I declare that this annual report and, if applicable, the
statement of change of registered agent and/or office,
pursuant to provisions of the Business Corporation Act,
has been examined by me and is, to the best of my know-
8.) By (amm) /s/ Arthur M. Morris Pres 2/5/91 ledge and belief, true, correct, and complete.
-----------------------------------------------------
(Any Authorized Officer's Signature) (Title) (Date)
====================================================================================================================================